Citic Securities Company Limited(600030)
As Sichuan Road & Bridge Co.Ltd(600039) independent financial advisor
Letter of commitment issued on the basis of full due diligence and approval
Entrusted by Sichuan Road & Bridge Co.Ltd(600039) (hereinafter referred to as “the listed company”), Citic Securities Company Limited(600030) (hereinafter referred to as “the independent financial adviser”) serves as the independent financial adviser of the listed company for issuing shares, paying cash to purchase assets, raising supporting funds and related party transactions (hereinafter referred to as “the transaction”). In accordance with the provisions of relevant laws, regulations and other normative documents such as the measures for the administration of major asset restructuring of listed companies and the measures for the administration of financial advisory business of mergers and acquisitions of listed companies, the independent financial adviser conducted due diligence on matters related to this transaction and carefully verified the relevant declaration and disclosure documents of listed companies. The independent financial advisor makes the following commitments on the basis of full due diligence and approval:
1. The independent financial adviser has fulfilled the obligation of due diligence in accordance with the provisions and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the documents disclosed by the listed company and the counterparty;
2. The independent financial advisor has fully verified the documents disclosed by the listed company and the counterparty, and is sure that the content and format of the disclosure documents meet the requirements;
3. The independent financial adviser has sufficient reasons to believe that the trading scheme entrusted by the listed company to the independent financial adviser to issue opinions complies with laws, regulations and relevant provisions of the CSRC and the stock exchange, and the information disclosed is true, accurate and complete, without false records, misleading statements or major omissions;
4. Professional opinions on this transaction have been submitted to the independent financial advisor’s core institution for review, and the core institution agrees to issue such professional opinions;
5. The independent financial adviser has taken strict confidentiality measures, strictly implemented the risk control and internal isolation system, and there are no problems of insider trading, market manipulation and securities fraud.
Neither the independent financial consultant nor the handling personnel have been placed on file for investigation or investigation on suspicion of insider trading related to this transaction, nor have they been subject to administrative punishment by the CSRC or investigated for criminal responsibility by judicial organs in the past three years.
6. The independent financial advisor and handling personnel guarantee that the documents related to the transaction disclosed by the listed company are true, accurate and complete.
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